XENOVA DIGITAL TERMS OF USE
Xenova Digital websites (“Websites”), web applications, mobile applications (“Apps”), and related services (together with the Websites and Apps, the “Service”) are operated by Xenova Digital (“Axioma Scholar” “Xenova Digital”, “Xenova” “Axioma”, “us” or “we”). Access and use of the Service is subject to the following Terms and Conditions of Service (“Terms and Conditions”). By accessing or using any part of the Service, you affirm and represent that you have read, understood, and agree to be bound by these Terms and Conditions including any future modifications. Xenova Digital may amend, update, or change these Terms and Conditions. If we do this, we will email a notice that we have made changes to these Terms and Conditions to the user email given to us at the time of signing up for the service. Any revisions to these Terms and Conditions will become effective the earlier of (i) the receipt of the email with updated revisions (ii) the first time you access or use the Service after such changes. If you do not agree to abide by these Terms and Conditions, you are not authorized to use, access, or participate in the Service.
PLEASE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS.
The Service allows users to access and use a variety of educational services, including learning or practicing mathematical exercises at various grade levels. Xenova Digital may, in its sole discretion and at any time, update, change, suspend, make improvements to or discontinue any aspect of the Service, temporarily or permanently.
You are responsible for your use of the Services, and for any use of the Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Services, you must comply with our Community Guidelines.
Some of our services have Additional Terms and conditions (“Additional Terms”.) Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. Additionally, notification of Additional Terms will be emailed to all users using the email by which they have registered for the service. By using that Service, you agree to the Additional Terms.
In connection with registering for and using the Service, you agree to the following:
i) You affirm that you are to provide accurate, current and complete information about you and/or your organization as requested by Xenova Digital.
ii) You are to maintain the confidentiality and protection of your password and other information related to the security of your account.
iii) You are to maintain and promptly update any registration information you provide to Xenova Digital, to keep such information accurate, current (to the present date) and complete.
iv) You are fully responsible for all use of your account and for any actions that take place through your account.
You acknowledge and affirm to Xenova Digital that your access and use of the Service will be abiding by these Terms and Conditions in conjunction with all applicable laws, rules and regulations of Canada and any other relevant jurisdictions, including those regarding online conduct or acceptable content, and those regarding the transmission of data or information exported from Canada or the jurisdiction in which you reside. You further acknowledge that you have created or own any material you submit via the Service (including Activity Materials and Content) and that you have the right, as applicable, to grant us a license to use that material as set forth above or the right to assign that material to us as set forth below.
You acknowledge and affirm that you are not:
7. Submission of Content
As a condition of submitting any ratings, reviews, information, data, text, equation sequences, equation answers, photographs, audio clips, audiovisual works, translations, flashcards, or other materials on the Service (collectively, “Content”), you hereby grant to Xenova Digital a full-paid, royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, and create derivative works from the Content; incorporate the Content into other works; and sublicense through multiple tiers the Content. You acknowledge that this license cannot be terminated by you once your Content is submitted to the Service. You acknowledge that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, Xenova Digital, and others as described and otherwise contemplated in these Terms and Conditions. You understand that other users will have access to the Content and that neither they or Xenova Digital have any obligation to you or anyone else to maintain the confidentiality of the Content.
You will not upload, display, or otherwise provide on or through the Service any Content that: (i) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive, or otherwise violates any law or infringes upon the right of any third party (including copyright, trademark, privacy, publicity, or other personal or proprietary rights); (ii) in Xenova Digital’s sole judgment, is objectionable, restricts or inhibits any other person from using the Service, or may expose Xenova Digital or its users to any harm or liability of any kind; or (iii) violates Xenova Digital’s Community Guidelines.
8. Indemnification of Xenova Digital
You agree to defend, indemnify and protect Xenova Digital and its directors, officers, employees, contractors, agents, suppliers, licensors, successors and assigns, from and against any and all losses, claims, causes of action, obligations, liabilities and damages (or any other remedies asked of Xenova Digital through any legal proceedings), including attorneys’ fees, arising out of or in relation to your access or use of the Service, any false representation made to us (as part of these Terms and Conditions or otherwise), your breach of any of these Terms and Conditions, or any claim that any mathematical equation we provide to you is inaccurate, inappropriate or defective in any way whatsoever.
9. License to Apps
Subject to the terms of these Terms and Conditions, Xenova Digital allows you a non-transferable, non-exclusive license to download, install, and use one copy of each App in object code form only on an interactive wireless device that you own or control. You may not derive or attempt to derive the source code of all or any portion of any App, permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate any App or any part thereof. You are not permitted to redistribute, recreate or resell any of the downloadable files you access from the service. Xenova Digital and its licensors own and shall retain all intellectual property rights and other rights in and to the Apps, and any changes, modifications, or corrections thereto. Any discovered distribution, recreation or plagiarism of files, source code, or all other intellectual property owned by Xenova Digital will result in the immediate termination of the service for the violating user, subsequent to the appropriate legal procedures to be initiated by Xenova Digitals retained counsel.
Xenova Digital in the operation of Axioma Scholar, redirects at different points in its operation, the user to Desmos’s calculator. You must comply with applicable third party terms of agreement when using any App. You and Xenova Digital acknowledge and agree that Desmos, and Desmos’s subsidiaries, are third party beneficiaries of these Terms and Conditions as they relate to your license of the Apps, and that, upon your acceptance of these Terms and Conditions, Desmos will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third party beneficiary thereof.
10. In-App Purchases
Automatic Renewal
If you purchase an auto-renewing periodic subscription through the Service, your Axioma Scholar account will be billed continuously for the subscription until you terminate it as set forth below. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew for an additional equivalent period. If you do not wish your subscription to automatically renew, or if you want to change or terminate your subscription, you will need to log in to your Axioma Scholar account and follow instructions to terminate or change your subscription, even if you have deleted your account. For our refund policy please contact contact@axiomascholar.com
Fees and Taxes
You agree to pay all fees and applicable taxes incurred by you or anyone using an Axioma Scholar account registered to you. Xenova Digital may revise the pricing for the goods and services offered through the Service at any time. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
11. Payment Processors
All financial transactions made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. We encourage you to learn about the practices of such third parties. By using the service you affirm that Xenova Digital will not be responsible for the actions or inactions of any third party payment processor, including, but not limited to, system downtime or payment service outages. You can access Stripe’s terms of service here.
12. Refund Policy
Will there be a refund policy needed?
All payments are refundable only within five (5) days of purchase or the user billing date. After the five (5) day period is over, the purchase is no longer eligible for refunds or credits unless otherwise required by the law in your jurisdiction. If you cancel your periodic subscription to a paid Axioma Scholar service, you will continue to have access to the service until the end of your current billing period. Please note that purchases made on Axioma Scholar through a third party app store are subject to that third party's payment and refund policy, and are to be handled by that respective third party.
In the event a user purchases Axioma Scholar as a one time purchase or promotionally earns Axioma Scholar for life, the email associated with said purchase cannot be changed or reassigned. Furthermore, you acknowledge that Xenova Digital will be unable to help a user with account recovery in the event an associated email is deleted, terminated or inaccessible.
13. Third-Party Links, Sites and Services
The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Xenova Digital. We affirm that we do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, service or context from Axioma Scholar, you understand that these Terms and Conditions and our Privacy Policy do not apply to your use of such sites. You expressly acknowledge and agree that Xenova Digital shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, service, or content.
The Service may include advertisements, which may be targeted to the Content or information on the Service, or other information. The types and extent of advertising by Axioma Scholar on the Service are subject to change. In consideration for Axioma Scholar granting you access to and use of the Service, you agree that Axioma Scholar and its third party providers and partners may place such advertising in connection with the display of content or information submitted by you or others.
14. NO REPRESENTATIONS, AFFIRMATIONS OR GUARANTEES BY XENOVA DIGITAL
THE SERVICE, INCLUDING ALL IMAGES, AUDIO FILES AND OTHER CONTENT THEREIN, AND ANY OTHER INFORMATION, PROPERTY AND RIGHTS GRANTED OR PROVIDED TO YOU BY XENOVA DIGITAL ARE PROVIDED TO YOU ON AN “AS IS” BASIS. XENOVA DIGITAL AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, EITHER EXPRESS OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND GURANTEES, INCLUDING GURANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, XENOVA DIGITAL DOES NOT MAKE ANY REPRESENTATION OR GUARANTEES OF ANY KIND RELATING TO ACCURACY, SERVICE AVAILABILITY, COMPLETENESS, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, RESULTS TO BE OBTAINED FROM USE, OR NON-INFRINGEMENT. ACCESS AND USE OF THE SERVICE MAY BE UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS OR SCHEDULED OR UNSCHEDULED MAINTENANCE OR FOR OTHER REASONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED GURANTEES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
15. LIMITATION ON TYPES OF DAMAGES/LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL XENOVA DIGITAL BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SERVICE OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO THE LOSS OF USE OF THE SERVICE, INACCURATE RESULTS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DAMAGES STEMMING FROM LOSS OR CORRUPTION OF DATA OR DATA BEING RENDERED INACCURATE, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SERVICES OR CLAIMS BY THIRD PARTIES FOR ANY DAMAGE TO COMPUTERS, SOFTWARE, MODEMS, TELEPHONES OR OTHER PROPERTY, EVEN IF XENOVA DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XENOVA DIGITALS’ LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO XENOVA DIGITAL FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
You understand and agree that we have set our prices and entered into these Terms and Conditions with you in reliance upon the limitations of liability set forth in these Terms and Conditions, which allocate risk between us and form the basis of a bargain between the parties.
16. Termination
Xenova Digital may terminate your access and use of the Service immediately at any time, for any reason, and at such time you will have no further right to use the Service. You may terminate your Xenova Digital account at any time by following the instructions available through the Service. Sections five (5), six (6), seven (7), eight (8), nine (9) and seventeen (17) of these Terms and Conditions shall survive any termination.
17. Propriety Rights in Service Content and Activity Materials
All content available through the Service, including designs, text, graphics, images, information, software, audio and other files, and their selection and arrangement (“Service Content”), are the proprietary property of Xenova Digital or its licensors. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms and Conditions. You may not use any data mining, robots, scraping, or similar data gathering or extraction methods to obtain Service Content. As between you and Xenova Digital, all data, information, and materials generated from your access and use of the educational activities made available on or through the Service, including mathematical equation content generated by you (“Activity Materials”), shall be exclusively owned by Xenova Digital, and you shall not have any right to use such Activity Materials except as expressly authorized by these Terms and Conditions. By using the Service, you hereby assign to Xenova Digital any and all rights, title, and interest, including any intellectual property rights or proprietary rights, in the Activity Materials. All rights of Xenova Digital or its licensors that are not expressly granted in these Terms and Conditions are reserved to Xenova Digital and its licensors.
18. Trademarks
“Axioma Scholar” and all other trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or service marks or Xenova Digital or their respective owners, and certain of them are registered with the Canadian Intellectual Property Office (CIPO) or other trademark authorities. Access and use of the Service does not grant or provide you with the right or license to reproduce or use the Axioma Scholar name or any of Xenova Digitals subsequent trademarks, service marks, graphics, or logos.
19. Privacy
Use of the Service is also governed by our Privacy Policy, a copy of which is located here. By using the Service, you consent to the terms of the Privacy Policy.
20. Notice for Claims of Copyright Violations and Agent for Notice
If you are a copyright owner and have a good faith belief that any material available through the Service infringes upon your copyrights, you may submit a copyright infringement notification to Xenova Digital pursuant to Copyright Act by providing us with the following information in writing:
Please consult your legal counsel for further details or see section 34 of the Copyright Act. Xenova Digital’s Agent for Notice of claims can be contacted via the forums listed below:
For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.
If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.
22. Governing Law
These Terms and Conditions shall be governed by and construed under the laws of the Provinces and the laws of Canada, excluding any conflict of laws provisions, regardless of your country of origin or where you access the Service.
23. Choice of Forum
Subject to Section 24 (Dispute Resolution & Arbitration), all judicial proceedings relating to or arising out of these Terms and Conditions or the Service shall be brought in the Province of Alberta, Canada. Both parties hereby consent to the personal jurisdiction of the state and federal or provincial courts sitting in Alberta, Canada, and waive any objections to venue in those courts
24. Dispute Resolution and Arbitration
ANY DISPUTE OR CLAIM RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICE AND SEEKING MONETARY RELIEF SHALL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS ACCORDING TO THIS SECTION.
Prior to initiating any arbitration, the party seeking arbitration (“Claimant”) must first send a written Notice of Claim to the other party (“Respondent”) by email or Certified Mail. The email to be contacted is contact@axiomascholar.com. This Notice must contain the Claimant’s name, address, and contact information; the identity of counsel (if any); the nature and basis of the claim; and the specific relief sought. Within thirty (30) days of receipt of the Notice, the parties shall engage in at least one good-faith settlement conference by telephone or video conference. An individual party must be personally present at this settlement conference, and an entity party must be present at this settlement conference through an employee with settlement authority, though both parties may bring counsel as well. Arbitration shall be initiated only if no settlement can be reached at this settlement conference.
The arbitration shall be conducted by a single arbitrator and administered by the Canadian Arbitration Association (“CAA”) according to its Arbitration Rules or any other provisions by which the CAA governs their arbitration process. If the CAA is unavailable to conduct an arbitration, the parties shall arbitrate through another mutually agreed upon organization or on an ad hoc basis according to the rules in this section. The arbitration shall be conducted in the English language.
If a claim is within the jurisdiction of a small claims court, either party may choose to have the case heard in the small claims court on an individual basis, instead of arbitration.
If you do not want to arbitrate disputes with Xenova Digital and you are an individual, you may opt out of this arbitration agreement by sending an email to (insert legal email) within 30 days of the day you first access or use the Service.
Notwithstanding the above, either party may apply for and obtain non-monetary, injunctive remedies or urgent relief in court without engaging in any arbitration or informal dispute resolution process.
25. Language
This agreement was originally written in English (Canada). To the extent any translated version of this agreement conflicts with the English version, the English version controls.
26. Additional terms for Offshore Users
As it currently stands, Axioma Scholar operated by Xenova Digital is a Canadian Service available to residents of Canada only. Xenova Digital will not be liable for user disputes based on misrepresentations made during registration regarding place of residence or the use of a VPN (“Virtual Private Network”) or any other location or IP address augmentation or masking services in order to access the service. In the case a user does do so without the knowledge of Xenova Digital, the following terms clarify where payments to Xenova Digital are received. Upon discovery of such misrepresentations by a user, Xenova Digital will take action per the terms outlined in these terms of service.
These Terms and Conditions are a contract between you and Xenova Digital, a Canadian corporation based in Canada. All paid Xenova Digital Services are developed and operated from Canada. When you pay for a Xenova Digital Service, your payment goes to Xenova Digital. in Canada. By purchasing or subscribing to a paid Xenova Digital service, you agree that you are buying a service based in Canada.
27. Québec Users
As it currently stands, Axioma Scholar is not available to Quebec users. We are working hard to bring a fully french version of our services soon, however until then, per The Charter of French Language (Bill 101), An Act respecting the French Language, and the official and common language of Québec (Bill 96). In the event that any users that reside in Québec that access the service through misrepresentation at the time of registration, Xenova Digital is not liable to those users to any extent of the law. Any geographical misrepresentation is a violation of the terms of service and will be subject to the consequences mentioned in this agreement.
28. Miscellaneous
These Terms and Conditions constitute the entire agreement between Xenova Digital and you concerning the subject matter hereof. In the event that any of the Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect. A waiver by Xenova Digital or you of any provision of these Terms and Conditions or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Xenova Digital may assign its rights or obligations under these Terms and Conditions without condition. These Terms and Conditions will be binding upon and will insure to the benefit of Xenova Digital and you, and Xenova Digital's and your respective successors and permitted assigns.